Amendment To Benefit Equalization Plan

Exhibit 10

Joe W. Laymon Vice President, Corporate Human Resources October 9, 2002 To: Board of Directors Subject: Proposal to Amend the Benefit Equalization Plan

It is proposed that the Benefit Equalization Plan (BEP) be amended to: ullet Provide certain named Company officers an equalization (or top-up) benefit to General Retirement Plan (GRP) contributory levels during periods they are active employees of the Company and are not paid cash salary. ullet Clarify that the partial vesting requirement under the GRP, as a result of a Section 420 asset transfer, does not extend to a participant' s unvested GRP-related BEP benefit.

The BEP is an unfunded and nonqualified benefit plan which in part preserves certain benefits which cannot be provided under the tax-qualified GRP because of certain limitations imposed by the Internal Revenue Code.

Equalization Benefit to GRP Contributory Levels for Certain Named Officers

It is proposed that effective November 1, 2001 the BEP be amended to provide that certain named Company officers who are eligible to participate in the GRP only on a non-contributory basis (because they are a ...